Can I give someone part of my LLC without changing the public filing?

The Articles of Organization typically only list the organizer and sometimes the initial members, but most states don't require you to update the member list publicly when ownership changes. Wyoming is one of those states. Your operating agreement is the internal document that governs membership interests, and it's not filed with the Secretary of State. So yes, you can add a member without amending the ppublic filing in most cases.

Wait, is that true for all states? I thought some states require you to list members in the annual report. I'm in New Mexico and I think it's just managers or nothing. But I'm not 100% sure.

Wyoming annual report asks for the names of managers if manager-managed, or members if mem ber-managed. But if you're member-managed and you add a new member, you'd theoretically need to update that if you want to be accurate. However, many people don't and the state doesn't cross-check. Still, it's a risk if you want to stay strictly compliant. You could also switch to manager-managed and appoint someone as manager so the member list isn't public. But that has its own trade-offs.

I went through this last year in Wyoming. My attorney said the Articles don't list members, only the organizer. The annual report does ask for members if member-managed, but you can amend it when you file. If you don't want to reveal the new partner, you could restructure as manager-managed and list a manager instead. But that manager's name becomes public. So it's a trade-off. An operating agreement with a membership certificate is the way to document the transfer without public exposure. Just make sure both parties sign.

This is exactly what an operating agreement is for. You can assign a percentage of membership interest via an assignment document and update the operating agreement. No state filing required. But you shouldd have a lawyer draft it to avoid disputes later. And remember, the public record doesn't show who owns what anyway, so a new partner's name wouldn't appear unless you voluntarily list them.

In Wyoming, the annual report does ask for members. If you add a member mid-year, you'd update it at the next annual report. But you can also file a change of registered agent or something? No, that's not relefant. Actually, you can file an amendment to the articles, but that's not required for membership changes. The The annual report is the main thing. If you don't want to list the new member, you might consider manager-managed status. But then you have to list the manager. So privacy is limited.

you can also use a nomiee manager or a holding company, but that's more complex and expensive. For a simple 30% stake, just do an internal assignment and keep it off the public record. Just be aware that if you ever apply for a loan or open a bank account, the bank will want to know the beneficial owners, and they may ask for the operating agreement. So the privacy is only from the general public, not from institutions.

I'm not a lawyer, but I've done this. The key is that the state doesn't track ownership percentages. They just want to know who to serve papers to. So if you keep the operating agreement private and don't file it, you're fine. Just make sure you update your internal records and maybe file a UCC financing statement if there's a security interest. But that's overkill for most small LLCs.

One thing to watch: if you're member-managed, some stats require you to list all members in the annual report. Wyoming does. So if you add a member, you're Technically supposed to include them. But enforcement is lax. If you want to be fully compliant and private, switch to manager-managed and appoint a manager who is okay with being public. Or use a trust or another entity to hold the membership interest. That's what I did.

So the consensus is that you can do it internally without amending the Articles, but the annual Report might require disclosure if you're member-managed. Is that correct? I'm in a similar situation and want to avoid my partner's name appearing anywhere. Maybe manager-managed is the way to go.